2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.10 to $37.23, inclusive. The reporting person undertakes to provide to American Financial Group, Inc., ("AFG"), any security holder of AFG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

3. On Decemer 31, 2011, there was a GRAT distribution of 31,513 shares of AFG Common Stock from Indirect #26 to Indirect #1.

12. Indirect #29: Shares voting and dispositive power and holds a remainder interest in shares held by charitable lead annuity trust. The reporting person disclaims beneficial interest of the shares held by the trust except to the extent of his pecuniary interest in such shares.

Remarks:

Carl H. Lindner III
By: Karl J. Grafe, as Attorney-in-Fact

01/03/2011

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).